EXHIBIT 99.1
SUBSCRIPTION
TO: KS E-Media Holdings, Inc. (the "Issuer"), of Vancouver,
British Columbia, Canada
The undersigned Purchaser hereby irrevocably subscribes for, and on Closing will
purchase from the Issuer, the following securities at the following price:
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| |
| ________________ shares of common stock, par value US$0.0001 ("Shares"), at |
| |
| price of US$0.25 per Share for a total subscription price of US$__________ |
| |
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The Purchase directs the Issuer to issue, register and deliver the certificates
representing the shares exactly as follows:
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REGISTRATION INSTRUCTIONS: DELIVERY INSTRUCTIONS:
____________________________________ _________________________________________
Name to appear on certificate Name and account reference, if applicable
____________________________________ _________________________________________
Account reference, if applicable Contact name
____________________________________ _________________________________________
Address Address
____________________________________ _________________________________________
Telephone number
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EXECUTED by the Purchaser this ______ day of _________________, 200___.
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X____________________________________ _________________________________________
Signature of individual (if Purchaser Address of Purchaser (residence if a
is a natural person) natural person)
X____________________________________ _________________________________________
Authorized signatory (if Purchaser is
NOT a natural person)
____________________________________ _________________________________________
Name of Purchaser (please print) Telephone Number of Purchaser
____________________________________ _________________________________________
Name of authorized signatory (print) E-mail Address of Purchaser
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ACCEPTED this ________ day of _____________, 200___.
KS E-MEDIA HOLDINGS, INC.
Per:
____________________________________
Authorized signatory
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APPENDIX "A"
TERMS
1. DEFINITIONS
1.1 In the Subscription to which this Appendix "A" is attached, the
following words have the following meanings unless otherwise indicated:
(a) "BC Act" means the Securities Act, R.S.B.C 1996, c. 418, as
amended, and the regulations and rules made thereunder and all
administrative policy statements, blanket orders, notices,
directions and rulings issued by the BCSC;
(b) "BCSC" means the British Columbia Securities Commission;
(c) "Closing" means the cmpletion of the sale and purchase of the
Shares;
(d) "Offering" means the offering of the Shares under the Offering
Memorandum;
(e) "Offering Memorandum" means the Offering Memorandum of the Issuer
dated , 2002; and
(f) "Risk Acknowledgement Form" means the form of risk acknowledge-
ment attached as Appendix "B" to the Subscription.
2. REPRESENTATIONS AND WARRANTIES OF PURCHASER
2.1 Acknowledgments concerning offering
The Purchaser acknowledges that:
(a) the BCSC has not reviewed or passed on the merits of the Shares;
(b) there is no government or other insurance covering the Shares;
(c) there are risks associated with the purchase of the Shares;
(d) there are restrictions on the Purchaser's ability to resell the
Shares in British Columbia and it is the responsibility of the
Purchaser to find out what those restrictions are and to comply
with them before selling the Shares in British Columbis; and
(e) the Issuer has advised the Purchaser that the issuer is relying
on an exemption from the requirements to provide the Purchaser
with a prospectus under the BC Act and to sell Shares through a
person registered to sell Shares under the BC Act and, ias a
consequence of acquiring Shares pursuant to this exemption,
certain protections, rights and remedies provided by the BC Act,
including statutory rights of rescission or damages, will not be
available to the Purchaser.
2.2 Representations by all Purchasers
The Purchaser represents and warrants to the Issuer, with the intent that the
Issuer will rely thereon in taking up and accepting this Subscription, that, as
at the date of the Subscription and at the Closing:
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(a) no prospectus has been filed by the Issuer with the BCSC in
connection with the issuance of the Shares, the issuance is
exempted from the prospectus and registration requirements of the
BC Act, and
(i) the Purchaser is restricted from using most of the civil
remedies available under the BC Act,
(ii) the Purchaser may not receive information that would
otherwise be required to be provided to the Purchaser under
the BC Act, and
(iii) the Issuer is relieved from certain obligations that would
otherwise apply under the BC Act;
(b) the Purchaser has received a copy of the Offering Memorandum and
has read, understood, completed and signed the Risk
Acknowledgement Form;
(c) to the best of the Purchaser's knowledge, the Shares were not
advertised and the Purchaser has not become aware of any
advertisement in printed media of general and regular paid
circulation, radio or television with respect to the distribution
of the Shares;
(d) no person has made to the Purchaser any written or oral
representations
(i) that any person will resell or repurchase the Shares,
(ii) that any person will refund the purchase price of the
Purchased Shares,
(iii) as to the future price or value of any of the Shares, or
(iv) that the Shares are or will be listed posted for trading on
an exchange or quoted on any quotation and trade reporting
system;
(e) the Purchaser has been advised to consult its own legal and tax
advisors with respect to applicable resale restrictions and tax
considerations, and it (or others for whom it is contracting
hereunder) is solely responsible for compliance with applicable
resale restrictions and applicable tax legislation;
(f) the offer made by this Subscription is irrevocable (subject to
the Purchaser's right to withdraw the Subscription and to
terminate the obligations as set out in this Subscription) and
requires acceptance by the Issuer;
(g) this Subscription hasj been duly executed and delivered by the
Purchaser and constitutes a legal, valid and binding agreement of
the Purchaser enforceable against the Purchaser;
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(h) the Purchaser has been independently advised as to the applicable
hold period imposed in respect of the Shares by securities
legislation in the jurisdiction in which the Purchaser resides
and confirms that no representation has been made respecting the
applicable hold periods for the Shares and is aware of the risks
and other characteristics of the Shares and of the fact that the
Purchaser may not be able to resell the Shares except in
accordance with the applicable securities legislation and
regulatory policies;
(i) the Purchaser, and any beneficial purchaser for whom the
Purchaser is acting, si resident in the province or jurisdiction
set out on the first (cover) page of this Subscription; and
(j) the Purchaser is capable of assessing the proposed investment as
a result of the Purchaser's financial and business experience or
as a result of advice received froma registered person other than
the Issuer or any affiliates of the Issuer.
3. CLOSING
3.1 The Purchaser acknowledges that Shares may be issued to other
purchasers in the Offering concurrently with the Closing.
3.2 At Closing, the Issuer will deliver to the Purchaser or its
nominee, the certificates representing the Shares purchased by the Purchaser
registered in the name of the Purchaser or its nomineee.
3.3 The Purchaser may cancel this Subscription by delivering notice
to the Isser no later than midnight of the 2nd business day after the Purchaser
has signed this Subscription.
4. MISCELLANEOUS
4.1 The Purchaser hereby authorizes the Issuer to correct any minor
errors in, or complete any minor information missing from any part of the
Subscription executed by the Purchaser and delivered to the Issuer in connection
with the Offering.
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You are buying Exempt Market Securities
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They are called exempt market securities because two parts of securities law do
not apply to them. If an issuer wants to sell exempt market securities to you:
o the issuer does not have to give you a prospectus (a document that
describes the investment in detail and gives you some legal
protections), and
o the securities do not have to be sold by an investment dealer
registered with a securities commission.
There are restrictions on your ability to resell exempt market securities.
Exempt market securities are more risky than other securities.
You will receive an offering memorandum
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Read the offering memorandum carefully because it has important information
about the issuer and its securities. Keep the offering memorandum because you
have rights based on it. Talk to a lawyer for details about these rights.
The securities you are buying are not listed
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The securities you are buying are not listed on any stock exchange, and they may
never be listed. You may never be able to sell these securities.
The issuer of your securities is a non-reporting issuer
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A non-reporting issuer does not have to publish financial information or notify
the public of changes in its business. You will not receive ongoing information
about this issuer.
For more information on the exempt market, call you local securities Commission:
BRIITISH COLUMBIA SECURITIES COMMISSION
P.O. Box 1042, Pacific Centre
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X0X0
Phone:(000)000-0000
Internet: xxx.xxxx.xx.xx
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RISK ACKNOWLEDGEMENT FORM
W A R N I N G
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I acknowledged that this is a risky investment:
o I am investing at my own risk.
o No securities commission has evaluated or endorsed the merits of these
securities or the disclosure in the offering memorandum.
o The person selling me these securities is not registered with a securities
commission and has no duty to tell me whether this investment is suitable
for me.
o I will not be able to sell these securities except in limited circumstances.
I may never be able to sell these securities.
o I could lose all the money I invest.
I am investing $______________(total consideration) in total; this includes any
amount I am obliged to pay in the future.
I acknowledge that this is a risky investment and that I could lose all the
money I invest.
____________ ___________________________________
Date Signature of Purchaser
___________________________________
Print Name of Purchaser
Sign 2 copies of this Document. Keep one copy for your records.
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You have 2 business days to cancel your purchase.
To do so, send a notice to KS E-Media Holdings, Inc. stating that you
want to cancel your purchase. You must send the notice before midnight
on the 2nd business day after you sign the agreement to purchase the
securities. You can send the notice by fax or email or deliver it in
person to KS E-Media Holdings, Inc. at its business address.
Issuer Name and Address: KS E-Media Holdings,Inc.
Suite 0000, 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention: President
Fax: (000)000-0000
E-mail: xxxxxxxxxxx@xxxxx.xxx
